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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 26, 1998
(Date of earliest event reported)
KOO KOO ROO, INC.
(exact name of registrant as specified in its charter)
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DELAWARE COMMISSION FILE: 22-3132583
(State or other jurisdiction 0-19548 (I.R.S. Employer Identification No.)
of incorporation or
organization)
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11075 SANTA MONICA BOULEVARD
SUITE 225
LOS ANGELES, CALIFORNIA 90025
(Address of Principal executive offices, including zip code)
(310) 479-2080
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
(a) On February 26, 1998, Koo Koo Roo, Inc. (the "Company") disseminated a
press release, a copy of which is filed herewith as Exhibit 99.1 and
incorporated herein by this reference.
(b) On March 2, 1998, A. William Allen commenced his employment as the
Company's Chief Executive Officer. The Company also announced that William McKay
has been appointed as the Company's Chief Financial Officer. In addition, the
Company announced that the following members of its Board of Directors have
recently resigned: Kory Berg, John Kaufman, Michael D. Mooslin and Morton J.
Wall. The Company has also recently named A. William Allen and Alex Cappello to
serve as members of the Board of Directors until the next annual meeting of the
Company's stockholders. The Board of Directors is currently comprised of Kenneth
Berg, A. William Allen, Alex Cappello, Robert F. Kautz, Mel Harris, Lee A.
Iacocca and Don Wohl, with three of the Company's ten seats on the Board of
Directors presently unfilled.
* * * * *
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
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Exhibit
No. Description
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99.1 Press Release dated February 26, 1998
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3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized,
KOO KOO ROO, INC.
Date: March 3, 1998 By /s/ Ronald D. Garber
___________________________________________
Name: Ronald D. Garber
Title: Secretary
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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99.1 Press Release dated
February 26, 1998
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II-1
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[LETTERHEAD OF KOO KOO ROO, INC.]
For Immediate Release
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Ronald D. Garber
General Counsel
Koo Koo Roo, Inc.
(310) 479-2080
Koo Koo Roo Statement
Los Angeles, California, February 26, 1998 - Koo Koo Roo, Inc. (Nasdaq
National Market: KKRO) announced the status of the conversion of its
outstanding classes of adjustable convertible preferred stock as of February 24,
1998, the most recent date for which transfer agent data is available. As of
February 24, 1998, the Company had issued and outstanding approximately 46
million shares of Common Stock. Of the $30,000,000 liquidation preference of
Series A Adjustable Convertible Preferred Stock originally issued, approximately
$70,000 in liquidation preference remained outstanding; and of the $29,000,000
liquidation preference of Series B Adjustable Convertible Preferred Stock
originally issued, approximately $6,150,000 in liquidation preference remained
outstanding. The increase in common shares outstanding since the Company's most
recent report reflects the conversion of preferred shares and the sale of the
underlying shares of Common Stock as well as the exercise of related warrants in
accordance with their respective terms.
Given that the Company's authorized Common Stock is presently 50 million
shares, the Company's Board of Directors has approved an increase in the
authorized Common Stock. Stockholder approval of the increase will be sought by
a solicitation of written consent as soon as possible. The related proxy
statement is being prepared and is expected to be filed shortly. This increase
in authorized capital is necessary to, among other things, restore authorized
shares which had previously been reserved for certain stock options and
warrants, and to provide available capital for any necessary future fund
raising. In addition, the available authorized capital might be exhausted while
there are still shares of adjustable convertible preferred stock outstanding,
depending on the decisions of the holders as to when to convert such shares. If
conversions and exercises of warrants can no longer be accommodated due to the
unavailability of authorized but unissued shares, conversions will necessarily
be suspended until the increase in authorized shares described above can be
obtained. The Company will endeavor to complete the approval process as soon as
practicable. All holders of Convertible Preferred Stock must
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contact the Company's transfer agent, ChaseMellon Shareholder Services, prior to
converting any shares of Preferred Stock, in order to confirm that shares of the
Company's Common Stock are available for issuance.
Statements contained herein which are not historical facts are forward
looking statements as that item is defined in the Private Securities Litigation
Reform Act of 1995. Such statements relating to, among other things, the
prospects for the Company for future fund raising are inherently subject to
risks and uncertainties, some of which are significant in scope and nature,
including availability of capital. These risks are further discussed in the
Company's public filings from time to time with the Securities and Exchange
Commission.
